Exhibit 14
 Electro Rent Corporation  Code of Business Conduct and Ethics
 This Code of Business Conduct and
Ethics does not summarize all our policies.
 carefully
 1.
    
    Complying With Laws.Each of our employees should strive to respect and comply with
all applicable laws, rules and regulations of the U.S. and other countries, and the states,
counties, cities and other jurisdictions in which we conduct business. We recognize that laws
can be unclear, and may sometimes even conflict, and that no one person can know them all. If
you are ever unsure about the legal course of action, please immediately request assistance
from our Chief Financial Officer.However, no one at Electro Rent is authorized to instruct
you to take any illegal activities under any circumstances.The laws with which you must comply include insider trading laws relating to transactions
in our stock. Some of your specific responsibilities are set out in our Insider Trading
Policy. Generally, you are not permitted to buy, sell or otherwise trade in our securities
without specific permission from our Chief Financial Officer, and then only during specified
periods. Please carefully read our Insider Trading Policy in full and contact our Chief
Financial Officer if you have questions about it.2.
    
    Confidentiality.You must maintain the confidentiality of all sensitive information
entrusted to you, including all non-public information whose disclosure might be of use to our
competitors, or harmful to us or our customers. Some of your specific responsibilities are
set out in our Confidentiality and Non-Solicitation Policy. Please carefully read our
Agreement Regarding Confidential Information and Trade Secrets; and our Solicitation Policy;
and our Corporate Communications Policy in full and contact our Chief Financial Officer if you
have questions about it.3.
    
    Foreign Corrupt Practices.Under the U.S. Foreign Corrupt Practices Act and our
policies, you are strictly prohibited from giving anything of value, directly or indirectly,
to foreign government officials or foreign political candidates in order to obtain or retain
business. In addition, you are strictly prohibited from giving domestic governmental
officials business gratuities or gifts. You should be aware that the U.S. government can and
has imposed criminal sanctions on individuals and entities that have improperly given gifts to
U.S. government personnel, and the promise, offer or delivery to an official or employee of
the U.S. government of a gift or other gratuity would not only violate our policies, but might
also be a criminal offense. Please contact any of the officers listed on Schedule A after the
signature line below if you believe improper gifts have been, are being, or will be made by
any of our employees or directors.
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Electro Rent Corporation  Code of Business Conduct and Ethics
 4.
    
    Fair Dealing.We seek to outperform our competition fairly and honestly, and we
seek competitive advantages through superior performance, hard work, and intellectual skill.
We believe that strong competition is a cornerstone of our economy, but we do not use
unethical or illegal business practices to compete.We strive to deal fairly with our
customers, suppliers, competitors, officers and employees.5.
    
    Public Company Reporting.As a public company, our filings with the SEC must be
accurate and timely. Whether or not you are directly involved in that process, you have
several responsibilities:
 
    
    Depending upon your position, we may ask you to provide information to assure that
our public reports are complete, fair and understandable. We expect you to take this
responsibility very seriously and to provide prompt, accurate answers to inquiries
related to our public disclosure requirements.
    
    Our books, records, accounts and financial statements must be maintained in
reasonable detail, must appropriately reflect our transactions and must conform both to
applicable legal requirements and to the Companys system of internal controls.
Unrecorded or off the books funds or assets should not be maintained unless permitted
by applicable law or regulation. Additionally, records should always be retained or
destroyed consistent with our past record retention practices. In accordance with our
policies, in the event of litigation or governmental investigation, please consult one
of our officers on Schedule A immediately.
    
    Our public reports should fairly and accurately reflect what is happening at our
Company. If you believe they do not, you have a responsibility to bring your concerns
to our attention.
 Because of the importance of this issue, the Audit Committee of our Board of Directors has
adopted a provision in its charter, which is binding on everyone at Electro Rent, that
requires every employee of Electro Rent who has any concerns about the manner in which
Electro Rents financial statements or public reports are prepared, the sufficiency of its
internal financial controls, the honesty or competence of its financial management or
independent auditors or any other matter within the purview of the Audit Committee to report
the matter promptly to any member of the Audit Committee. The policy further states that
The Audit Committee will attempt to keep the name of the person reporting the potential
issue confidential to the extent requested by that person and not inconsistent with the best
interests of the Company. The Audit Committee will not tolerate retaliation against any
person who reports potential issues to the Audit Committee in good faith.Accordingly, if you have concerns regarding any accounting or auditing matters, you
may (but are not required to) consult with your supervisor or any of our executive
officers if you are comfortable doing so. But, unless the issues are fully resolved to your
satisfaction, or if you are not comfortable discussing the matter with our management, you
are required to submit your concerns or complaints (anonymously, confidentially or
otherwise) to the Audit Committee of our Board of Directors. This is true even if your
supervisor or anyone in management has directed you not to do so. You may direct your
concerns to any member of the Audit Committee, our outside legal counsel, or to a special
confidential emailbox at auditcom@electrorent.com. The telephone numbers of our outside
legal counsel and the members of our Audit Committee are listed in our directory. If you
ask, we will keep your name confidential unless this would violate applicable law or our
responsibilities to others.
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Electro Rent Corporation  Code of Business Conduct and Ethics
 6.
    
    Conflicts Of Interest.We have a Conflict of Business Interest Policy to which
you should carefully adhere. A conflict of interest exists whenever your private interests
interfere or conflict in any way (or even appear to interfere or conflict) with our interests.
A conflict of interest can arise when you take actions or have interests that may make it
difficult to perform your work for us objectively and effectively. Conflicts of interest may
also arise when you, or members of your family, receive improper personal benefits as a result
of your position with us, regardless of the source of those benefits. Similarly, you owe us a
duty to advance our legitimate interests when the opportunity to do so arises. For example,
it is a conflict of interest for you or a member of your immediate family to:
 
    
    work simultaneously for one of our competitors, customers or suppliers,
even as a consultant or board member;
    
    receive any form of compensation (including loans or gifts) from any
person with whom we are doing business;
    
    own an interest in any supplier to us (other than an interest of less
than 1% in a public company);
    
    take personally business opportunities that properly belong to Electro
Rent or are discovered through the use of our tangible or intangible property, our
confidential information or your position with us;
    
    use our tangible or intangible property, our confidential information or
your position with us for personal gain; or
    
    compete with us.
 Many times, the best policy will be to avoid any direct or indirect business connection with
our customers, suppliers or competitors, except on our behalf. However, if you think you
might have a conflict of interest, you should promptly disclose that conflict to our Chief
Financial Officer,regardless of how natural or innocent the conflict may seem. In that
way, we can determine whether we believe that you can proceed despite any conflict, in which
case you will receive a written authorization from either our CEO or our President.
However, until you receive such a written approval from one of them, you may not proceed
with any conflict of interest.If you become aware of an unapproved conflict of interest on the part of anyone at Electro
Rent, you must report it to our Chief Financial Officer or the Audit Committee of our Board
of Directors.7.
    
    Reporting Any Illegal or Unethical Behavior.If you ever think that anyone
connected with the Company may have taken or is about to take any illegal or unethical
behavior, or otherwise violated this Code, you should promptly bring the matter to the
attention of our Chief Financial Officer. If you do not believe that talking to our Chief
Financial Officer is appropriate, or if it does not result in a response with which you are
comfortable, then you should contact any of our executive officers or any member of the Audit
Committee of our Board of Directors. You should not accept any direction by your supervisor
which contradicts these policies. If you ask, we will keep your name confidential unless this
would violate applicable law or our responsibilities to others.8.
    
    Special Requirements for Officers and Directors.Any consent or waiver with respect
to this Code which involves an Officer or Director of the Company must be approved by a
majority of disinterested directors on our Board of Directors or its authorized Committee.
  
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Electro Rent Corporation  Code of Business Conduct and Ethics
 9.
    
    No Retaliation. The Company will not tolerate retaliation of any kind against any
person who in good faith reports to us potential issues relating to violations of law or this
Code.
   Signature
    
    
    
    
    DatePrint NameAddress
 If you are ever unsure about whether some action would be consistent with this Code of Business
Conduct and Ethics, you agree to ask us. Similarly, any time you encounter a situation and you are
unsure what to do, you agree to tell us and ask for help.
 Schedule A
 
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